Anand Mehra, M.D.
About Anand Mehra, M.D.
Anand Mehra, M.D. (age 49) is an independent, non-executive director of Merus N.V. since August 2015 and has served as Chairperson of the Board since June 2020. He was a Managing General Partner at Sofinnova Investments (2007–Jan 2020), previously worked in J.P. Morgan’s private equity and venture capital group, and as a consultant at McKinsey & Company. He currently serves on the board of Aclaris Therapeutics and, within the past five years, served on the boards of Marinus Pharmaceuticals, Spark Therapeutics, and Aerie Pharmaceuticals. He holds a B.A. in political philosophy (University of Virginia) and an M.D. (Columbia University College of Physicians and Surgeons) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sofinnova Investments (f.k.a. Sofinnova Ventures) | Managing General Partner | 2007–Jan 2020 | Led investments in Vicept (acq. Allergan), Aerie, Aclaris, Spark |
| J.P. Morgan (PE/VC group) | Investment professional (prior role) | — | Private equity and venture capital experience |
| McKinsey & Company | Consultant | — | Strategy/operations advisory background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aclaris Therapeutics (public) | Director | Current | Life sciences board experience |
| Marinus Pharmaceuticals (public) | Director | Within past 5 years | Prior public board service |
| Spark Therapeutics (public) | Director | Within past 5 years | Prior public board service |
| Aerie Pharmaceuticals (public) | Director | Within past 5 years | Prior public board service |
Board Governance
- Board leadership: Chairperson of the Board since June 2020 (non-executive) .
- Independence: All members of Board committees are independent under Nasdaq rules; audit committee members meet Rule 10A-3 independence requirements .
- Committee assignments (Mehra):
- 2024: Audit Committee member; Chair, Nomination & Corporate Governance (NCG) .
- 2025: Chair, NCG; not listed on Audit or Compensation .
| Committee Assignment (Mehra) | 2024 | 2025 |
|---|---|---|
| Audit | Member | Not listed |
| Compensation | Not listed | Not listed |
| Nomination & Corporate Governance | Chair | Chair |
| Board Chair | Yes (since Jun 2020) | Yes (since Jun 2020) |
| Committee Meeting Frequency | 2024 |
|---|---|
| Compensation Committee meetings | 4 |
| Nomination & Corporate Governance meetings | 3 |
- Board attendance: In 2023, the board met 5 times; each director attended at least 75% of Board and committee meetings during their service period .
- Board size/terms: 8 directors (1 executive, 7 non-executive). Mehra’s current term began 2023 and was subject to re-appointment at the 2025 AGM for a term ending at the 2027 AGM; the Board recommended a vote FOR his re-appointment .
Fixed Compensation
- Non-Executive Director Compensation Program (2024 structure):
- Annual cash retainer: $43,045
- Board Chair retainer: $102,747
- NCG Committee Chair retainer: $15,450
- Annual option award grant-date fair value: $300,000 (initial appointment grant: $600,000)
- 3% automatic annual increase to cash retainers; options priced at FMV; 10-year term
| Director Compensation (Mehra) | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | 170,795 | 172,201 |
| Option Awards ($, grant-date FV) | 246,769 | 300,000 |
| Total ($) | 417,564 | 472,201 |
Notes: In 2024, shareholders approved amending the NED program to allow the Board to set grant sizes annually to target the peer group 50th percentile; policy language is reflected in 2025 proxy .
Performance Compensation
- Directors do not receive performance-based cash bonuses; equity awards are options with time-based vesting (12 equal monthly installments for annual grants; initial awards vest 33% at 1-year, then 24 monthly installments). All unvested director options vest in full upon a change in control; options are granted at FMV and expire in 10 years .
| Equity Award Terms (Directors) | Detail |
|---|---|
| Award Type | Stock options (non-employee directors) |
| Annual Grant Size (2024) | $300,000 grant-date fair value |
| Initial Grant Size (2024) | $600,000 grant-date fair value |
| Vesting (Annual) | 12 substantially equal monthly installments |
| Vesting (Initial) | 33% at 1-year; then 24 monthly installments |
| Exercise Price | FMV on grant date |
| Term | Up to 10 years |
| Change-in-Control | All unvested options vest in full |
Other Directorships & Interlocks
| Company | Role | Public/Private | Timeframe |
|---|---|---|---|
| Aclaris Therapeutics | Director | Public | Current |
| Marinus Pharmaceuticals | Director | Public | Within past 5 years |
| Spark Therapeutics | Director | Public | Within past 5 years |
| Aerie Pharmaceuticals | Director | Public | Within past 5 years |
Expertise & Qualifications
- Sector expertise: Extensive life sciences investing and board experience (Sofinnova; multiple biopharma boards) .
- Leadership: Board Chair (MRUS) since 2020; Chair of Nomination & Corporate Governance committee .
- Governance scope: NCG responsibilities include board composition, director evaluations, CEO and executive succession planning, and ESG oversight; committee met three times in 2024 .
- Financial oversight: Served on MRUS Audit Committee in 2024; audit members must meet Nasdaq financial literacy, and committee oversees auditor independence and ICFR; the audit committee met five times in 2023 (financial expert designation held by Pucci) .
Equity Ownership
| Ownership Snapshot | Value |
|---|---|
| Beneficial ownership as of Apr 18, 2025 (shares) | 90,746 |
| Beneficial ownership (%) | <1% |
| Composition of beneficial ownership | Consists entirely of options exercisable within 60 days |
| Options outstanding at Dec 31, 2024 (director tally) | 90,746 |
Policy context:
- Anti-hedging policy prohibits directors, officers, employees and entities they control from hedging Company equity (e.g., collars, forwards) .
- Clawback policy adopted under SEC Rule 10D-1 and Nasdaq listing standards for incentive-based compensation (primarily officer-focused) .
Governance Assessment
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Strengths
- Board leadership and governance engagement: Chair of the Board since 2020 and Chair of NCG; NCG scope covers board composition, evaluations, succession planning, and ESG oversight; NCG met 3x in 2024; Compensation met 4x in 2024, indicating active committee cadence .
- Independence: Committee compositions meet Nasdaq independence standards; prior service on Audit Committee (2024) adds financial oversight exposure .
- Shareholder alignment mechanisms: Director equity delivered via options priced at FMV with long-term vesting; change-in-control acceleration disclosed; anti-hedging policy and SEC-compliant clawback policy in place .
- Tenure and re-appointment signal: Serving since 2015; nominated in 2025 for re-appointment through the 2027 AGM with the Board recommending a vote FOR his re-appointment .
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Considerations
- Ownership alignment profile: Beneficial ownership is comprised of 90,746 options exercisable within 60 days (<1% ownership), with no direct shareholdings disclosed in the beneficial ownership table footnote .
- Compensation structure shift: Annual director option award increased to $300,000 in 2024 from $246,769 in 2023 to align with peer 50th percentile, as part of an approved NED program amendment enabling annual calibration by the Board .
-
Attendance baseline: In 2023, the board held 5 meetings and each director attended at least 75% of board and committee meetings (MRUS does not require AGM attendance) .